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IMAGE  EVALUATION 
TEST  TARGET  (MT-3) 


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1-25      1.4      1.6 

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7 


Hiotographic 

Sciences 
Corporation 


23  WEST  MAIN  STREET 

WEBSTER,  N.Y.  14580 

(716)  872-4503 


#^ 


V 


,v 


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C^ 


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t^^. 
<^.*'. 


N^ 


^'f^ 


CIHM/ICMH 

Microfiche 

Series. 


CIHM/ICMH 
Collection  de 
microfiches. 


Canadian  Institute  for  Historical  Microreproductions  /  Institut  Canadian  de  microreproductions  historiques 


Technical  and  Bibliographic  Notes/Notes  techniques  et  bibliograpniques 


The  Institute  has  attempted  to  obtain  the  best 
original  copy  available  for  filming.  Features  of  this 
copy  which  may  be  bibliographically  unique, 
which  may  alter  any  of  the  images  in  the 
reproduction,  or  which  may  significantly  change 
the  usual  method  of  filming,  are  checked  below. 


L'Institut  a  microfilm^  le  meilleur  exemplaire 
qu'il  lui  a  dt6  possible  de  se  procurer.  Les  details 
de  cet  exemplaire  qui  sont  peut-dtre  uniques  du 
point  de  vue  bibliographique,  qui  peuvent  modifii;r 
une  image  reproduite,  ou  qui  peuvent  exiger  une 
modification  dans  la  m^thode  normale  de  filmage 
sont  indiqu6s  ci-dessous. 


0 


Coloured  covers/ 
Couverture  de  couleur 

Covers  damaged/ 
Couverture  endommagee 


□    Coloured  pages/ 
Pages  de  couleur 

□    Pages  damaged/ 
Pages  endommag^es 


D 


Covers  restored  and/or  laminated/ 
Couverture  restaurde  et/ou  pelliculde 


□    Pages  restored  and/or  laminated/ 
Pages  restaur^es  et/ou  pellicul6es 


D 


Cover  title  missing/ 

Le  titre  de  couverture  manque 


v/ 


Pages  discoloured,  stained  or  foxed/ 
Pages  d^color^es,  tachet6es  ou  piqu^es 


I      I    Coloured  maps/ 


Cartes  gdographiques  en  couleur 


□    Pages  detached/ 
Pages  d^tach^es 


□    Coloured  ink  (i.e.  other  than  blue  or  black)/ 
Encre  de  couleur  (i.e.  autre  que  bleue  ou  noire) 


v/ 


Showthrough/ 
Transparence 


□    Coloured  plates  and/or  illustrations/ 
Planches  et/ou  illustrations  en  couleur 


□    Quality  of  print  varies/ 
Quality  inegale  de  I'impression 


n 


Bound  with  other  material/ 
Reli6  avec  d'autres  documents 


D 


Includes  supplementary  material/ 
Comprend  du  materiel  supplementaire 


□    Tight  binding  may  cause  shadows  or  distortion 
along  interior  margin/ 

La  reliure  serree  peut  causer  de  I'ombre  ou  de  la 
distortion  le  long  de  la  marge  intdrieure 


D 


Blank  leaves  added  during  restoration  may 
appear  within  the  text.  Whenever  possible,  these 
have  been  omitted  from  filming/ 
II  se  peut  que  certaines  pages  blanches  ajouties 
lors  d'une  restauration  apparaissent  dans  le  texte, 
mais,  lorsque  cela  6tait  possible,  ces  pages  n'ont 
pas  6t6  filmies. 


D 
D 


Only  edition  available/ 
Seule  Edition  disponible 

Pages  wholly  or  partially  obscured  by  errata 
slips,  tissues,  etc.,  have  been  refilmed  to 
ensure  the  best  possible  image/ 
Les  pages  totalement  ou  partiellement 
obscurcies  par  un  feuillet  d'errata,  une  pelure, 
etc.,  ont  6t6  film^es  d  nouveau  de  facon  d 
obtenir  la  meilleure  image  possible. 


D 


Additional  comments:/ 
Commentaires  suppl^mentaires. 


This  item  is  filmed  at  the  reduction  ratio  checked  below/ 

Ce  document  est  filmd  au  taux  de  reduction  indiqui  ci-dessous. 

10X  1AX  18X  22X 


26X 


30X 


4 


12X 


16X 


20X 


24X 


28X 


32X 


The  copy  filmad  h«r«  hat  b««n  raproducad  thanks 
to  tha  ganarosity  of: 

Library  Division 

Provincial  Archives  of  British  Columbia 


L'axamplaira  filmA  fut  raproduit  grAca  A  la 
gAnAroait*  da: 

Library  Division 

Provincial  Archives  of  British  Columbia 


Tha  imagas  appaaring  hara  ara  tha  bast  quality 
possibia  considaring  tha  condition  and  lagibility 
of  tha  original  copy  and  in  kaaping  with  tha 
filming  contract  spacifications. 


Las  imagas  suivantas  ont  Ati  raproduitas  avac  la 
plus  grand  soin.  compta  tanu  da  la  condition  at 
da  la  nattatA  da  l'axamplaira  film*,  at  an 
conformity  avac  las  conditions  du  contrat  da 
filmaga. 


Orioinal  copias  in  printad  papar  covars  ara  filmad 
baginning  with  tha  front  covar  and  anding  on 
tha  last  paga  with  a  printad  or  illustratad  impras- 
sion,  or  tha  back  covar  whan  appropriata.  All 
othar  original  copias  ara  filmad  beginning  on  tha 
first  paga  with  a  printad  or  illustratad  impras- 
sion,  and  anding  on  tha  last  paga  with  a  printad 
or  illustratad  imprassion. 


Tha  last  recorded  frame  on  each  microfiche 
shall  contain  the  symbol  -^  (meaning  "CON- 
TINUED"), or  the  symbol  V  (meaning  "END"), 
whichever  applies. 


Las  axamplairas  originaux  dont  la  couvartura  an 
papier  est  imprimAa  sont  filmAs  an  commandant 
par  la  premier  plat  at  an  tarminant  soit  par  la 
darniAra  paga  qui  comporta  una  ampreinte 
d'imprassion  ou  d'illustration,  soit  par  la  second 
plat,  salon  la  cas.  Tous  lea  autras  axamplairas 
originaux  sont  filmis  an  commanpant  par  la 
pramiAre  page  qui  comporta  una  ampreinte 
d'imprassion  ou  d'illustration  at  an  tarminant  par 
la  darniAre  paga  qui  comporta  una  telle 
empreinte. 

Un  des  symboles  suivants  apparaitra  sur  la 
darniire  image  de  cheque  microfiche,  selon  le 
cas:  la  symbols  -^  signifie  "A  SUIVRE",  le 
symboia  V  signifie  "FIN". 


Maps,  plates,  charts,  etc.,  may  be  filmed  at 
different  reduction  ratios.  Those  too  large  to  be 
entirely  included  in  one  exposure  are  filmed 
beginning  in  the  upper  left  hand  corner,  left  to 
right  and  top  to  bottom,  as  many  frames  as 
required.  The  following  diagrams  illustrate  tha 
method: 


Les  cartes,  planches,  tableaux,  etc.,  peuvent  Atre 
filmAs  A  des  taux  da  reduction  diffirants. 
Lorsque  le  document  est  trop  grand  pour  Atre 
reproduit  en  un  seul  clichA,  ii  est  filmA  A  partir 
da  Tangle  supArieur  gauche,  de  gauche  A  droite, 
et  de  haut  en  bas,  en  prenant  le  nombre 
d'imagas  nAcessaire.  Las  diagrammas  suivants 
illustrant  la  mAthode. 


1 

2 

3 

1 

2 

3 

4 

5 

6 

F 


t  • 


AMKRICAN  l!i;SSIA>f 


OOMllERCIAL  COMPANY. 


ORGANIZED  MAY,  IS;-):',. 


SAN    FRANCISCO. 

O  '  M  K  A  R  A    it    I'  A  I  N  T  E  R  ,    I'  R  I  N  T  !•:  R  S  ,    13  2    C  LAY    S  T  li  K  K  T 

1855. 


y^ 


1-  I 


I 


it  '  '^^ 


jiS'ifs'-l'.i 


BY-LAA\rs 


Of  THK 


AMERICAN  ETJSSIAN 


COMMEKCIAL  COMPAIY. 


ORGANIZED  MAY,  1853. 


,-'.^V^y^.^•>^ 


SAN   FRANCISCO. 

•o'mRARA    a    PAINTKR,    printers,    132    CLAY    STREET, 

1856. 


I 


FORMATION  OF  CORPORATIONS. 


AN  ACT  TO  PROVIDE 


FOR   THK   FORMATfON 
CERTAIN  I'lTRl'OSES. 


OF  CORPORATIONS  ¥C . 


The  People  of  the  State  of  Califoi'ida,  represented  in  Senate  and  Assembly, 
do  enact  as  foUotrs: 


Skc.  ].  Corporations  for  iiiaiiufiictiirinir,  mininir,  nieclinnical  or  cliemical  pnr- 
post'.i,  or  for  thf  iiiirposu  of  c'li^'itriMg  in  any  spicits  of  trado  or  coiiiiiii'rcc, 
fori'ittii  or  (loiiR'Stic,  miiy  lie  foniicil  accoriliii^;  to  tlio  ])rovisioiis  of  this  act  ;  suoli 
corporations  and  tlio  nii;nibi.'rs  thort-of  bciiij;  subject  to  all  the  conditions  and 
lialiilitiis  herein  inii)osed,  and  to  none  others. 

Skc.  2.  Any  three  or  more  i)erson3  who  may  desire  to  form  a  company  for 
any  one  or  more  inir])oses  specified  in  the  jirecedinj;  .section,  may  malic,  si),'n  and 
acknowledge,  before  some  ollicer  comiietent  to  take  the  ackiiowleil^iment  of  deeds, 
and  file  in  tlie  otBce  of  the  County  Clerk  of  tlm  county  in  whicli  the  princii)al 
place  of  business  of  the  company  is  intended  to  be  located,  and  a  dui)licate 
thereof  in  the  otFice  of  the  Secretary  of  State,  a  certificat'.-  in  writing,  in  which 
shall  be  stated  the  corporate  name  of  the  company  ;  the  objects  for  which  the 
company  sliall  be  formed  ;  the  amount  of  its  capital  stock  ;  the  time  of  its  exist- 
ence, not  to  exceed  fifty  years  ;  tlie  number  of  shares  of  which  the  stock  shall 
consist;  the  number  of  trustees,  and  their  names,  who  shall  manage  the  con- 
cerns of  the  com])any  for  the  first  tliree  months,  and  tlie  names  of  the  city  or 
town,  and  county,  in  which  the  principal  place  of  business  of  the  company  is  to 
be  located. 

Skc.  8.  A  copy  of  any  certiflcate  of  incori)oration,  filed  in  pursuance  of  this 
act,  and  certified  by  the  County  Clerk  of  the  county  in  which  it  is  filed,  or  his 
deputy,  or  by  the  Secretary  of  State,  shall  be  received  in  all  courts  aud  places 
as  jiresumptive  evidence  of  facts  therein  stated. 

tit.C.  4.  When  the  certificate  .shall  have  been  filed,  the  persons  who  shall  have 
signed  and  acknowledged  the  same,  and  their  successors,  shall  be  a  l)ody  politic 
and  corporate,  in  fact  and  in  name,  by  the  name  stated  in  the  certificate,  and  by 
their  corporate  name  have  succession  for  the  period  limited,  and  power — l.-:!,  To 
sue  and  to  be  sued  in  any  court ;  '_'d.  To  make  and  use  a  common  seal,  and  alter 
the  same  at  pleasure  ;  yd.  To  purchase,  hold,  sell  and  convey  such  real  and  per- 
sonal estate  as  the  purposes  of  the  corporation  shall  require;  4th,  To  api)oint 
such  officers,  agents  and  servants  as  the  business  of  the  corjioration  shall  recpiire, 
to  define  their  powers,  prescribe  their  duties,  and  fix  their  compensation  ;  r)th. 
To  require  of  them  such  security  as  may  be  thought  proper  for  the  fulfilment  of 
their  duties,  and  to  remove  them  at  will,  except  that  no  trustee  shall  be  removed 
from  oflice  uidess  by  a  vote  of  two-thirds  of  tlie  whole  number  of  trustees,  or  by 
a  vote  of  a  majority  of  the  trustees,  upon  a  written  request  signed  by  stock- 
holders of  two-thirds  of  the  whole  stock  ;  6tli,  To  make  by-laws,  not  ilic^ifsiat^nt' 
with  the  laws  of  this  State,  for  the  organization  of  the  company,,the  riianage- 


Companiu  s 


IIow  formed. 


Certificates. 


Powers  defined. 


Trustees  may  be 
Rei»*ycd.     A 


97170 


k 


pp^OV»:>J 


^\i\^.  U;BX 


ARY 


VlCTOri^A,  Q.  C. 


HdtMATKJN    OK    roia'dUATlONS. 


Hdiinl  ofTni.stoi"*  wl 


Vaciiiicifij. 


!f  nut  L'lucted. 


Quuruin. 


First  Muetiiig. 


t^sock. 


Assessiiu'iits. 


How  ciillcd  and 
euforced. 


Trusteu  Stock. 
Pledging. 


Dividends. 


iiicnt  of  Its  jiroiMTly,  lln'  rc^iiliition  nf  its  iiU'airH,  tin-  linn.sfiT  of  it.t  stork,  anif 
Cur  c'lrryiiiK  on  ull  kinds  of  business  within  tliu  olijtcts  and  purposua  of  tliu 
riiiii|i;iny. 

.""Ki:.  .'(.  Till  niri»onil('  powors  of  the  cnriHinitioii  shall  lie  cxcri'lsi'd  liy  a  hoiml 
111  not  li':.s  lh:iM  lliri'c  Irustccs,  who  shall  he  slucklioliliTs  in  tlir  I'lunpiiny,  and  il 
iiiajority  of  Ihcin  citi/.i'ns  of  ilii.'  I^nilrd  Stalt'S,  and  nsidiMits  of  this  State,  anil 
who  shall,  alter  the  expiration  of  the  term  of  the  trustees  llrst  seleeted,  he  annu- 
ally eleeled  hy  tlu'  stoekholders.  at  sueh  time  am;  place,  and  upon  sueii  nutiet,' 
and  in  sueh  mode  as  shall  he  direeted  liy  the  h.v-laws  of  thi'  eompany  ;  luit  all 
c'leetions  shall  he  hy  liallot,  ami   each  stockholder,  either  in  (lerson  lu'  hy  proxy, 

shall  I nlilled  to  as  many  votes  as  he  owirs  shares  of  stork  ;  and  the  persont* 

receivinj;  the  greatest  niuuher  of  votes  shall  he  trustees.  Whin  any  vacancy 
shall  liappeu  aimmj,'  the  trustees,  hy  death,  i'esij,'natlon  or  otherwise,  il  shall  he 
tilled  lo-  the  lemaimler  of  the  year  in  such  nuiuner  as  may  Ix.'  provided  hy  the 
hy-laws  of  the  company. 

■■^Kc.  ti.  If  it  should  hapi)en.  at  any  tinu',  that  an  elecUon  of  trustr  >  shall  not 
he  made  on  the  day  designated  hy  the  hy-laws  of  the  eompany,  the  corporation 
shall  not  for  that  reason  he  dissolved  ;  hut  it  shall  he  lawfid  on  any  other  day  to 
hold  an  election  for  trustees,  in  such  manner  as  shall  he  provided  for  hy  the  hy- 
laws  of  the  company  ;  and  all  acts  of  trustees  shall  he  valid  and  binding  upon 
the  company  until  tlieir  suc(;c)isoi's  shall  he  elected. 

Ski'.  7.  .V  majority  of  the  whole  number  of  trustees  shall  form  a  hoard  for  tho 
transaction  of  business,  and  every  decision  of  a  majority  of  the  persons  duly 
asseud)led  as  a  board  shall  he  valid  as  a  corporate  act. 

Sw.  s.  The  lirst  meeting  of  the  trustees  shall  he  called  hy  a  notice,  signed  by 
one  or  mori'  of  the  persons  named  trustees  in  the  certificate,  setting  forth  thu 
time  and  place  of  the  meeting,  which  notice  shall  he  either  delivered  jiersonally 
toi'ach  trustee,  or  published  at  least  ten  days  in  some  newspaper  of  the  county 
in  which  is  the  principal  place  of  business  of  the  corporation,  or  if  no  newsi)aper 
be  puWislied  in  the  comity,  then  in  some  newspaper  nearest  thereto, 

t>i-:c.  !>.  The  stock  of  the  company  shall  he  deemed  j)ersonal  c  'ute,  and  shall 
be  traii-t'erahle  in  such  nuinner  as  shall  he  prescribed  by  the  hy-laws  of  the  com- 
pany, but  no  transfer  shall  he  valid  except  between  the  jiaities  thereto,  mitil  the 
s;ime  shall  have  been  so  entered  in  the  hooks  of  the  comi)any,  as  to  show  the 
names  of  the  parties  hy  and  to  whom  transferred,  the  number  and  designation  of 
the  shares  and  the  date  of  the  triinsfer. 

t^Kc.  III.  The  trustees  shall  have  power  to  call  in  and  demand  from  the  stock- 
holders the  sums  hy  them  subscribed,  at  such  times  and  in  such  i)ayincnts  or 
instalments  as  they  may  deem  jjroper.  Notice  «(  each  assessment  sliall  he  given 
to  the  stockholders  persoinilly,  or  shall  be  published  once  a  week  lor  at  least  four 
weeks  in  some  newspaper  published  !it  the  place  designated' as  the  principal  place 
of  business  of  the  corporation,  or  if  none  is  pnblishid  there,  in  some  newspaper 
ncirest  to  such  i)lace.  If,  after  such  notice  has  l)een  given,  any  stockholders  shall 
make  def.iult  in  the  payment  of  the  assessment  npon  the  shares  held  by  him,  so 
many  of  such  shares  may  be  sold  as  will  be  necessary  for  the  payment  of  the 
assessment  on  all  the  shares  held  by  him.  The  sale  of  said  shares  shall  he  made 
as  prescribed  in  the  by-laws  of  the  company.  Provided,  that  no  sale  shall  be 
made  except  at  public  auction  to  the  highest  bidder,  after  a  notice  of  thirty  days 
published  as  above  directed  in  this  section,  and  that  at  such  sale  the  person  who- 
will  agree  to  pay  the  assessment  so  due,  together  with  the  expense  of  advertisement 
and  tile  other  expenses  of  sale  for  the  smallest  number  of  whole  shares,  shall  be 
deemed  the  highest  bidder. 

f*E('.  1 1 .  'Whenever  any  stock  is  held  by  any  person  or  executor,  administrator, 
giianiian  or  trustee,  he  shall  represent  such  stock  at  all  meetings  of  the  company, 
and  may  vote  accordingly  as  a  stockholder. 

!Skc.  12.  Any  stockholder  may  pledge  his  stock,  hy  a  delivery  of  the  certificates 
or  other  evidence  of  his  interest,  but  may  nevertheless  represent  the  same  at  all 
meetings  and  vote  accordingly  as  a  stockholder. 

1«K('.  i:!.  It  sh.ill  not  he  lawful  for  the  trustees  to  make  any  dividend,  except 
from  the  surplus  profits  arising  from  the  business  of  the  corporation;  nor  to 
divide,  withdraw,  or  in  any  way  pay  to  the  stockholders,  or  any  of  them,  any  ])art 
of  the  capital  stock  of  the  company,  nor  to  reduce  the  capital  stock  unless  in  the 
manner  prescribed  in  this  act,  and  in  case  of  any  \  iolation  of  the  provisions  of 
this  section,  the  trustees  under  whose  administration  the  same  may  have  hai)pened, 
except  those  who  may  have  caused  their  dissent  therefrom  to  he  entered  at  large 
on  the  minutes  of  the  boilrd  of  trustees  at  the  time,  or  were  not  present  when  the 
same  did  haiipen,  shall,  in  their  individual  and  private  capacities,  be  jointly  and 
severally  liable  to  the  corporation,  and  to  the  creditors  thereof,  in  the  event  of 
its  dissolution,  to  the  full  amount  so  divided,  withdrawn,  paid  out  or  reduced. 
Provided,  tliat  this  section  shall  not  be  construed  to  prevent  a  division  and  dis- 
tribution of  the  capital  stock  of  the  company,  which  shall  remain  after  the  payment 
of  all  it.s  debts,  npon  the  dissolution  of  the  corporation  or  the  expiration  of  its 
charter. 

;^'ki.-.  It.    The  total  amount  of  tlie  debts  of  the  corporation  shall  not  any  time 


I 


KORM,\TI(><    ()K   COKI'OKATIONM. 


<-X(M.'L'(ltli(tainount  of  thecMiiltuHliick  actuiill.v|>ni(l  in  ;  hih'  in  onHeofany  uxct-Mtt, 
file  triiHtccH  uiiili'f  wliosf  ii(liiiiiii''tr:ilioii  tlic  ^iinif  iiiiiy  li.ivc  liiiiiiiriiiil,  fxcciit 
tlinHc  Willi  uiiiy  liiivc  I'iin.itMl  tlii'ir  clisstiil  tliri'rfr'iin  to  lir  ctitrnil  at  liir^i'  <in  tin- 
niiiiiltc'S  ipf  tlic  ImnnI  of  IriisU'CM  at  tin'  tinif,  anil  cxcript  tlin^c  who  wi'iv  not  prr^cnt 

wlii'li  till'  sal liil  liapprli,  :-liall   in  tlnir  irnliviiliial  and  inisalc  caliacitica  lie 

lialili' Jointly  ami  si.'Virally  to  tin'  saiil  roi'iioratioii,  ami  in  tlio  cvirit  of  its  ilinso- 
llltion,  to  any  of  the  ci'i'ilitors  tlirl'rof  fof  tin'  full  anionni  of  snrli  I'Xri'-*!*. 

!«l':i'.  I').  No  ('orporatioii  oi'uniiizi'il  iimlrr  tliii  ai't  ■■liall,  liy  any  iiii|illcation 
or  I'onstriiction,  br  ilci'iiird  to  possi'.ss  tlio  powr;'  of  [M.-tiiiiiK  bills,  iiotts,  or  other 
Cvidt'iKH's  (if  di'bt  for  ciri'iilalion  as  niomy. 

Skc.  It).  Karli  .stocUholdrr  shall  bi'  imlividnally  ami  iii'rsonably  liable  for  his 
]iri>portion  of  all  the  ibbts  and  lialiilitii.'s  uf  tlii'  i  oinpany  I'lHitrai'tcd  or  inriirrcd 
dnriiit;  the  tiiiit'  that  In'  was  a  stockholder.  For  the  recovery  of  which,  joint  or 
several  actions  may  be  instiliitiil  and  prosecuted. 

Skc.  17.  No  iiersoii  holdinjr  stock  as  executor,  adiiiinlstralor,  (rmirdian  or 
trustee,  or  lioldiiijr  it  as  ciillater.'il  security  or  in  pledtfe,  shall  be  pirsonall.v 
cubject  to  an.v  liabilit.v  as  a  stockholder  of  the  coiiipan.v  ;  but  the  person  •ledj.'inf; 
the  stock  shall  be  considered  as  holdintr  the  same,  and  "hall  be  liable  as  ii 
stockholder  accordiiiKl.V,  ami  the  estate  and  fumis  in  the  hands  of  the  executor, 
administrator,  guardian  or  trustee,  shall  be  liable  in  like  manner  and  to  thi'  saiiu; 
extent  as  the  testator,  or  intestate,  oi-  the  ward  or  person  inter  sted  in  the  trust 
fund  would  have  been  if  he  hud  been  livinj:  and  competent  to  act  and  hold  the 
stock  in  his  own  name. 

Skc.  is.  It  shall  be  the  duty  of  the  trustee'  of  every  comiiany  incorporated 
under  this  act  to  cause  a  book  to  be  keiit,  co.itainiiif;  the  names  of  all  (lersons, 
aliihiibetically  arran>?ed,  who  are  or  shall  become  stockholihrs  of  the  cor))iiratioii, 
and  showing  the  nuudier  of  shares  of  slock  held  by  them  respectively  and  the 
time  when  they  respectively  became  the  owmrs  of  such  shares;  which  book, 
during  the  usual  business  hoin's  of  the  ila.y,  on  every  day  excejit  Sundays  and 
the  Fourth  of  .July,  shall  be  open  lor  the  ins|iectiiin  of  stockholders  nnil  creditors 
(if  the  company  at  the  ollice  or  principal  place  of  business  of  the  comiiaiiy  ;  and 
liny  stockholder  or  creditor  shall  have  the  rit;ht  to  make  extracts  from  such  book, 
or  to  demand  and  receive  from  the  clerk  or  other  ollicer  liavin;;  chari,'i'  of  such 
book,  ii  certified  copy  of  any  entry  made  tlnnin,  such  book  or  certiliud  copy  of 
any  such  entry,  shall  be  jiresumptive  evidence  of  the  facts  therein  statid,  in 
an.v  action  lu'  proceeding  against  the  company,  or  against  any  one  or  more 
stockholders. 

Si-;r.  lit.  If  the  clerk  or  other  oflicer  having  cli;irge  of  sucli  book,  shall  make 
any  false  entry  or  neghct  to  make  any  pi-oper  etitry  therein,  or  shall  refuse  nr 
neglect  to  exhibit  the  same,  or  to  allow  the  same  to  be  in-|iecti  d  or  extracts  to 
he  taken  therefrom,  or  to  give  a  certiiied  copy  of  any  entry  therein,  as  provided 
in  the  ])receiling  section,  he  shall  be  deemed  guilty  id' a  misdemeanor,  and  forfeit 
and  jiay  to  the  party  injured  a  i>enalty  of  one  huiulred  dollars  and  all  damages 
resulting  therefrom;  and  for  neglecting  to  keep  such  book  for  insiiection,  as 
aforesaid,  the  corporatiiui  shall  lorfeit  to  tiie  peoiile  the  simi  of  one  hundred 
dollars  lor  ever.y  day  it  shall  so  neglect;  to  be  sued  for  and  recovered  in  the  name 
of  the  ))eople  by  the  District  Attorney  of  the  county  in  which  the  principal  place 
of  business  of  the  corporatiun  is  located. 

Si'X'.  2n.  An.v  company  incorporate  nniler  this  act  nuiy,  by  comiilying  with 
the  jirovisions  herein  contained,  increase  or  diminish  its  caiiifal  stock  to  any 
amount  which  may  be  deeme<l  sulllcient  and  jiroper  for  the  jmrposes  of  the 
corporation  ;  but  before  any  corporation  shall  be  entitled  to  diminish  the  amoinit 
of  its  capital  stock,  if  the  amount  of  its  debts  and  liabilities  shall  exceed  the 
Bum  M)  which  the  capital  is  proposed  to  be  dimini-heil,  such  ainoutit  shall  be 
satis'.  ;d  and  reduced,  so  as  not  to  exceed  the  diminished  amount  of  c.-ipital. 

Sue.  21.  Whenever  it  is  desired  to  increase  or  diminish  the  amount  of  capittil 
stock,  a  meeting  of  the  stockholders  may  be  called  by  a  notice  signed  by  at  least 
a  majm-it.v  of  the  trustees,  and  published  lor  at  least  lour  weeks  in  some  news- 
paper published  in  the  county  where  the  principal  jilace  of  business  of  the 
conipan.v  is  located — which  notice  shall  sjiecil.v  the  object  of  the  meeting,  the 
time  and  jilace  where  it  is  to  be  held,  and  the  anumiit  to  which  it  is  proposed  to 
increas','  or  diminish  the  caitital ;  and  a  vote  of  two-thinls  of  all  the  shares  of 
stock  shall  be  necessary  to  an  increase  or  diminution  of  the  amount  of  tlie 
capital  stock. 

Skc.  22.  If,  at  any  meeting  so  called,  a  sufficient  number  of  votes  has  been 
given  in  favor  of  increasing  or  rliminishing  the  amount  of  capital,  a  certificate 
of  the  proceedings,  showing  a  compliance  with  these  provisions,  the  amount  of 
capital  actually  jiaid  in,  tlie  whole  amount  of  the  debt.-;  and  liabilities  of  the 
company,  and  the  i'lnount  to  which  the  capital  stock  is  to  he  increased  or  dimin- 
ished, shall  be  made  out,  signed,  and  verilied  by  the  allidavit  of  the  chairinan 
and  secretary  of  the  meeting,  certified  by  a  majority  of  the  trustees  and  filed  as 
required  by  the  second  section  of  this  act ;  and  when  so  tiled,  the  caiiital  stock 
of  the  corporation  shall  be  increased  or  diminished  to  tlieamouiit  specified  in  the 
certificate. 


Debtti. 


nanking  prohilii 

ted. 


Liability  of. stock- 
holders. 


Stock    held    in 
pledge. 


Stock  tlook 


I'einilties    hir 
frauds. 


Companies  may 
incorjiorate. 


Capital,  how  di- 
minished or 
increased. 


Ditto. 


I'DUMATIUN     UV    COUruliATIONsS. 


DISHOlUtilltl    of 

Cuiiitniiiii-ii. 


Comidiiiics  nmy 
tlisiii('iir|i(initi' 
•  111  cfrtaiiicuii- 
(litiuiis. 


Ue]>eul  or  uii  act. 


Compnnii-s  iirc- 
viuiisly  IbniU'd 
niav  incorpo- 
rate. 


Liabilities  dc'flnt' J 


t^KC.  211.  L'iMJii  the  ilitoliitldii  uf  liny  euriioratidii  furnicil  iiiuler  thiH  act,  tliu 
triiMtccii  at  till'  time  ol'  tlie  illsHiilutinii  hIiiiII  lie  tniwteeM  ot  tlie  creililurH  and 
HtcicUlKililers  III'  till'  I'lirpnriiliiiii  di.iHiilvrd.iuid  mIimII  have  lull  piiwir  and  aiitlmrity 
to  Mill'  lor  mill  ri'Cii ,  it  IIic  iklils  and  property  nf  llie  corpiiraliiiii,  liy  tlic  iiaiiii'  of 
tniMti'CN  of  siH'li  rorporal'on,  collect  and  pay  the  outstandiii);  driit.s  ;  Hiltlc  all  its 

Hll'airs;  and  divide  anions  the  Htorkholdirrt  the  my  and  other  property  that 

tthall  ri'iiiain  alter  the  payment  of  the  ilehtH  and  iiiei'^Hary  expriisen. 

^Ki'.  'Jl.  Any  corporation  formed  undrr  tliijt  act  may  dissolve  and  dixincorpo- 
rale  ilMi'lf  hy  presinllnjf  to  the  Coiinly  .Indue  of  the  county  In  which  the  meeting 
of  the  Iriisleis  are  ii~iially  liild,  a  pititlon  to  tliatell'ect  accompaniril  hy  a  certill- 
cati' of  il>  prop!  r  iillli'i'i>,  and  srItiiiL,' forth  lliiit  at  a  f^eiieral  or  Hpecial  meeting 
of  the  slorkliiililrrs  ralhd  lor  that  purpose,  it  wan  decided  hy  a  vole  of  two-thiriU 
of  all  till- stocklii'lders  to  di^ini'orporate  and  disiolve  tlie  corporation;  notice  of 
the  ajipliciiliiiii  shall  then  he  nivrii  liy  the  clerk,  which  notice  Khali  set  forth  the 
nature  of  the  application,  and  shall  specify  the  time  and  place  at  which  it  in  tii 
he  heard;  and  hIuiII  he  piihllsheil  in  Home  newspaper  of  the  county  once  a  week 
for  four  wi'iks,  or  if  no  newspaper  in  puhlished  in  the  county  hy  advertisement 
jxiHteil  up  for  thirty  iliiyn  in  three  of  the  most  piihllc  places  in  the  county. 

At  the  time  iinil  place  appointed,  or  at  any  other  to  which  may  he  iiiistponcd 
liy  the  .iiiilp',  he  shall  proceed  to  consider  the  application,  and  il  satistled  that 
the  corporation  has  taken  the  necessary  preliiniiiary  stijis  and  ohtaiiieil  tliij 
neci'ssary  vote  to  dissolve  itself;  and  that  all  claims  ji^rainst  the  curpurutiun  uro 
dischartred,  he  shall  enter  an  order  declaring  It  dissolved. 

Skc.  'J.').  The  llftli  chapter  ol  an  act  concerning  corporations  jiasscd  April  22, 
1>f>o,  Is  repealed,  hut  tin.-  rejjial  :  hall  not  he  construed  to  destroy  the  existeiico 
of  any  company  already  formed  iiiider  the  provisions  of  said  chapter;  nor  to 
efl'ect  any  ritilit  required  or  liahility  incurred  under  the  same;  hut  as  to  all  such 
companies  the  provisions  of  said  chapter  ,11  continue  in  full  force,  except  in 
those  iiista:ici's  in  which  any  comiiany  hi'retolore  i;;eorjiorated  may  uvuil  itself 
of  the  provisions  of  the  ni'Xt  M'ctlon  of  this  act. 

Skc.  2<1.  Any  company  incorporated  under  the  said  fifth  chapter  of  an  act 
coIjcerlllll^' corporatleiis,  passed  Ajiril '.''-',  Is'io,  may  continiii'  its  corporate  exist- 
ence u'idt'r  this  Act  hy  ad'-ptinj,'  a  resolution  to  that  ellVet  hy  a  vole  of  two-thirds 
of  all  the  stockholders,  :inil  lilin>,'a  certificate  thereof,  si)(ni(l  hy  its  proper  otlicers, 
in  the  ollice  of  !<eeret:iry  of  J^tate  and  of  the  County  ('hrk  of  the  county  in  which 
is  located  the  principal  jihice  of  business  of  the  corporation.  From  the  time  of 
tilint-'  the  ceitilicate  the  corimr.ition  shall  be  subject  only  to  the  provisions  of  thi.s 
Act,  hut  the  chaiifre  so  iiiaile  shall  not  all'ect  any  ri(,'ht  aci|uired  or  liabilitiy  incur- 
red previously  by  the  Corporation. 

J<KC.  27.  Corporations  loniied  under  this  Act,  and  the  members  thereof  sliall 
not  be  subject  to  the  conditions  and  liabilities  contained  in  an  Act  entitled  "An 
Act  concerning  Corporations,"  jiassed  April  22,  iNJil. 

P.  CANNKY, 
S^peaker  of  tlie  Assembly,  jiro.  tcin. 

April  14tli,  1S53. 


Approved,  April  14th,  1S53. 


SAMUEL  PURDY, 

Fresidunt  of  the  l^enate. 

JOHN  BKiLEK. 


OFFICK  of  SKniKTARY  OK  v^^T.VTK,  ) 

Itenicia,  April  2(1,  InVJ.  ) 

It  is  hereby  certified  that  the  witliin  and  foregoing  is  a  true  copy  of  an  original 
act  now  on  tile  in  this  oilice. 

Witness  my  liaiid  and  the  seal  of  State,  thin  twentieth  day  of  Ajiril,  A.  D.  185.3, 

J 

[L.  S.] 


W.  DENVER, 
Secretary  of  State. 


! 


i 


Ctrtifitate  of  Crustces. 


All 


Tills  is  to  rortify,  that,  ilio  un(lorsi<riH'<l  Ii  i-^  this  day  uni- 
1<'(1  theinsclvt's  and  foniu'd  a  corporat'oii.  of  which  tho 
forporato  iiamo  shall  ho  tin;  Aincrican  Tlussi;m  Coinmorcial 

Coiii]>ativ. 

This  corporation  is  formed  for  the  purpose  of  importinjo; 

Toe  from  Ww  Tort  of  Now  Archannvl  and  other  Torts  in  the 
A  llnssian    Sottlomonts  in  North  America,  into  the  State  of 

I  California,  and  tra.lina:  in  the  same,  aiid  for  th(^  pnrpose  of 

^  en<-a!j:ini>-  in  Foreign  and  Domestic  Trade  and  Coiumerco 

gencrallv.  .         ,    „  , 

The  amount  of  capital  stock  of  this  corporation  shall  bo 
Three  Jlundred  Thousaiwl  Dollars,  r>=-nOO,000.)  _ 

The  time  of  the  existence  of  this  corporation  shall  be 
fifty  years. 

The  number  of  shares  of  tlio  stock  of  this  corporation 
shall  bo  three  thousand,  and  the  amount  of  each  share  one 
hundred  dollars. 

The  number  of  tinistees  of  this  corporation  shall  ])0  seven, 
and  ]^everley  C.  Sanders,  Lucien  Hennann,  Sam'l  Moss,  Jr., 
\Vm.  U.' White,  Charles  I'.aum,  Charles  Minturn  and  Edmund 
Randolph  shall  be  the  trustees  and  manage  the  concerns  of 
the  comjiany  for  three  months  from  and  after  the  date  of 
this  certificate. 

The  principal  place  of  business  of  this  company  is  located 
in  the  City  and  County  of  San  Francisco. 

In  witness  whereof,  we  have  hereunto  set  our  hands  at 
San  Francisco,  on  this  25th  day  of  April  A.  D.  1853. 

CIIAS.  MINTURN,  ^YM.  II.  WmTE, 

C.  J.  BRENHAM,  CILVRLES  BAUM, 

EDMUND  RANDOLril,  LUCIEN   HERMANN, 
SAM'L   MOSS,  Jr.,  ARCH'D  C.  PEACHY, 

BEVERLEY  C.  SANDERS. 


CKKTIKICATK. 


A('kn()wlft(l<rt;(l,  Ix'tore  Samuel  llerniann,  Jr.,  a  Notary 
I'uMic,  duly  <<>iiiinissi(>iie<i  ajul  sworn,  for  tlm  (Juiiiity  o\' 
Smii  KraiK'isco,  on  tin-  'Jr)tli  of  April,  A.  I>.  1858. 


KiUnl  in  tlic  office  of  the  County  Clerk  of  San  Francisco 
iJounty. 

Filed  in  the  office  of  the  Secretary  of  State,  at  Sacram  ento 


i 


.0 


BY-LAWS 


OV  THE 


';3liiurican  %mm  Camm^rnal  Comjjauii. 


holders. 


ARTICLE  L 

The  corporate  powers  of  tliis  Company  shall  be  vested  in  Board  of  Trustees 
a  "Hoard  of  seven  Trustees,  and  the  officers  of  the  Company 
sluiU  be  a  President,  Vice  President,  Secretar}  and  Treasurer. 

ARTICLE  II. 

On  the  fourth  Wednesday  in  July  of  each  year  a  Stock- 
iiolders'  meetino-  shall  be  held,  at  which  the  Trustees  of  the 
('oi'poration  shall  be  elected  by  l)allot,  to  serve  for  one  year ; 
each  Stockholder,  either  in  ihmsou  or  Ity  ])roxy,  shall  be  Annual  MeetinR 
entitled  to  as  many  votes  as  'he  owns  shares  of  stock,  and  of  the  stock- 
the  persons  rec»'ivino-  the  greatest  number  of  votes  shall  l)e 
Trustees.  Ko  election,  however,  '^hall  be  held  unless  a 
majority  of  the  shares  of  the  entx.  3  capital  stock  is  re]n-e- 
sented  ;  nor  shall  any  stockliohlei-s'  meeting  transact  busi- 
ness unless  said  majority  of  stock  is  represented. 

If,  for  any  cause,  a  Stockholders'  meetino-  should  not  be  held 
on  the  day  above  named,  or  should  the  Stockholdei-s  fail  to 
elect,  it  shall  be  the  duty  of  the  President  to  call  a  meetino- 
on  the  followino- AVediiesday,  and  to  ctmtinue  said  call  for 
each  succeedinir  Wednesday  until  a  Board  of  Ti-ustees  is 
elected. 

In  the  absence  of  the  Pi-osidcnt  an<i  Vice  Pmsidont  of 
the  Company  at  any  meetino- of  i\v'  Stock! lolders,  it  shall 
be  competen't  for  the  majority,  in  interest,  to  choose  a  Chair- 
man to  preside  over  their  deliberations. 


Cliairiiiaii 


10 


IIV-I,,\\V.S   mK  tiir    amkrican 


Otficers  rlinscn. 


Salaries  to  be 
fixed. 


Meetings  of   the 
Board. 


Quorum. 
Notice  of  Meeting 


Failing   to    elect 
officers,  &c.  then. 


Stockholders 
meetings,  how 
called. 


President. 


ARTICLE  lir. 

Within  (1110  week  {ifter  tlieir  election  the  Trustees  shall 
proceed  to  <'ho(>se  one  of  their  number,  vlio  shall  be  Presi- 
dent of  the  ('oinpany,  ;uid  also  one  who  shall  be  Vice  Presi- 
dent of  tlie  Coiiijiany.  At  the  same  time  tliey  shall  pro- 
cceil  to  a])poinl  a  Secretary,  who  may  be  tak«'n  either  from 
their  J5<)ard  or  from  the  .Stockholders  at  lari,'e.  At  the  same 
ineetiiiii' of  the  l>oar< I  a  Treasurer  sliall  be  elected,  and  a 
vote  of  at  leait  two-thirds  of  the  Trustees  present  and 
voting;  sliall  be  necessary  to  elect. 

At  the  same  meetino-  of  tbe  Board  it  sliall  proceed  to  fix 
the  salaries  of  all  the  ofiicers  and  employees  of  the  (Com- 
pany, l)y  a  vote  of  not  less  than  two-tliirds  of  the  members 
present  and  votiuir.  No  change  in  the  compensation  thus 
fixed  shall  be  made,  excej^t  at  a  sfaffd  meeting  of  the  Board, 
and  by  a  like  vote  of  two-thirds  present  and  voting. 

A  .stated  meeting  of  tlie  Board  shall  be  held  monthhjj  on 
the  fifth  day  of  each  month,  unless  that  day  falls  on  Sun- 
day, in  which  case  it  shall  be  lield  on  the  following  Monday. 

A  quorum  shall  consist  of  four  Trustees. 

The  Board  may  assemble  at  any  time,  on  personal  notice 
served  by  the  Secretaiy  or  by  public  Jidvertisement,  as  the 
President  may  direct. 

If,  for  any  cause,  the  Board  of  Trustees  fail  at  their  first 
meeting  to  discharge  the  duties  imposed  by  this  article,  they 
shall  assemble  at  short  intervals  thereafter  ui.^il  the  same  be 
accom]>lished. 

All  meetings  of  the  Stockholders  shall  be  calh.>^  in  accord- 
ance with  the  Act  under  which  this  Company  n.  ^rporates, 
but  no  special  meeting  of  the  Stockholders  shall  L»e  called, 
except  by  advertisement  published  in  one  or  more  of  the 
city  newspapers  for  at  least  five  days  prior  to  the  meeting 
so  called. 

ARTICLE  IV. 

The  President  shall  preside  at  all  meetings  of  the  Trus- 
tees and  of  the  Stockholders.  He  shall  sign,  as  President 
of  the  Company,  all  certificates  of  stock.  He  shall  also 
sign  all  contracts,  leases,  evidences  of  debt  and  all  other 
instruments  of  writing  which  have  been  first  approved  by 
the  Board  of  Trustees.  He  shall  draw  all  checks  or  war- 
rants on  the  Trefusurer.  He  shall  have  a  general  control 
and  supervision  of  the  affairs  of  the  Company.  He  shall 
have  the  casting  vote  at  all  meetings  of  the  Trustees  or 
Stockholders,  and  shall  be  ex  officio  a  member  of  all  com- 
mittees, excepting  only  the  Executive  Committee,  of  which 


J 


KLSSIAN     C'UMMKKUIAL     CUMl'ANY. 


II 


Ihall 

resi- 

rosi- 

Ipro- 

lame 

lul  a 

and 


J 


President  pro 
tern. 


he  sliall  be  the  Chairman,  lie  shall  call  sjieeial  meetings 
of  tlie  Board  of  Trustees  and  of  the  Stockholders,  when- 
ever he  deems  it  for  the  interest  of  the  Company  to  do  so. 
When  requested  in  writinjj;  by  three  Trustees,  or  by  any 
number  ot  Stockholders,  who,  in  the  aff^regate,  represent  a 
majority  of  the  capital  stock  of  the  Company,  it  shall  bo 
his  duty  to  call  a  meetinij,-  of  the  StocklioKlers,  by  adver- 
tisement jHiblished  in  one  or  more  of  the  city  newspapers 
for  at  least  five  days  prior  to  such  meeting-. 

He  shall  have  the  custody  of  the  seal  of  the  Company  seai  of  the  com- 
and  shall  alKx  it  to  all  instruments  re(piired  to  be  under  seal'        v^^j' 

ARTICLE    V. 

The  Vice  President  shall  perform  all  the  duties  and  exer- 
cise all  the  powers  of  the  President,  in  the  event  of  the  ""^'ce  President, 
absence  of  that  officer  or  his  inability  to  act.  In  the  event  of 
tlie  absence,  at  the  same  time,  of  both  President  and  Vice 
I'resident,  the  majority  of  the  Trustees  may  choose,  at  any 
meeting-  of  their  Board,  a  President  2)ro  tern,  who  sliall 
exercise,  for  the  time  those  officers  are  absent  or  unable  to 
act,  all  the  powers  of  the  President;  or,  at  any  stated 
meeting  of  the  Board,  the  Trustees  may  choose,  by  a  vote 
of  not  less  tlian  five,  a  President  or  Vice  President  to  serve 
the  unexpired  term. 

ARTICLE    VI. 

It  shall  be  the  duty  of  the  Secretary  to  keep  a  record  of 
the  jiroceedings  of  all  meetings  of  the  Board  of  Trustees, 
and  of  the  Stockholders.  He  shall,  ^yhen  directed  by  the 
President  or  Trustees,  cause  the  propei'  notices  to  be  given 
of  tho  meetings  of  the  Trustees  or  Stockholders.  He  shall 
sign  all  certificates  of  stock,  and  countersign  all  checks  or 
warrants  drawn  on  the  Treasurer  of  the  ( -ompany. 

He  shall  sign,  as  Secretary  of  the  Company,  all  contracts, 
leases,  deeds,  or  other  instruments  of  writing  which  have 
been  first  approved  by  the  Board  of  Trustees.  At  tlio 
annual  meeting  of  the  Stockholders,  he  shall  ])resent  a 
re]>ort  of  the  business  of  his  office  during  the  year  preced- 
ing. He  shall  keep,  or  cause  to  be  kejjt,  a  Stock  Book,  in 
the  manner  required  by  Section  18  of  the  Act  of  incor- 
poration. 

ARTICLE    VII. 


Secretary. 


It  shall  be  the  duty  of  the  Treasurer  to  keep  safely  all 


i  i 


liV-LAWS    OK    TllK    AMKKIOAN 


Treasurer. 


iiiiiiM'vs  boloiiii'iiiii'  to  tlit^  (.'(niipHiiy,  niirl  to  disltiirsc  (lie 
siiiue  under  the  diivction  of  the  l5o;inl  of  Truste-'s,  and  in 
confornnty  with  tlio  liy-Laws  of  tlio  CVimpuny. 

At  C'iu;h  stilted  inet'tiiiy-  of  tlie  I>oai'<l  of  Trustees,  he  shall 
sul)init  a  statement  of  the  finances  of  the  Coiiijiany,  aceoni- 
ltani<'d  witli  |»roj)er  vouehei's  I'or  all  <lisltursriiit'iits.  At  tlie, 
annual  ineetino"  of  the  Stockholders,  he  shall  submit  a 
statement  of  the  finances  of  the  Company  for  the  past  year. 

He  shall  make  no  payments,  except  Ujion  a  check  or 
warrant  di'awn  by  the  President  and  ct)untt'rsin-iied  bv  the 
Secretary.  Shouhl  the  Trustees  so  order,  he  shall  <>ive  h 
bond  (satisfactory  to  the  Jjoard)  for  the  taithful  performance 
<»f  liis  duties. 

\h'  shall  hold  his  office  durino-  the  pleasure  of  the  Board 
(tf  Trustees. 


i<alariea. 


Compensation 
for 


AKTTCLE    VIII. 

A  majority  of  the  Trustees  may  authorise  tlie   President, 

Vice  President,  Secretary,  or  an\-  Trustee,  to  employ  such 

Powers   nr    the  assistants,  laborers  or  au'cnts,  as  mav  be  necessary  to  carry 

Hoard  of  Trus-         ,i       i       •  x-  ii      /'^  i "  •  T  -1  r 

lut's.  on  tlie  business  ot  the  (ompany;  to  repair  any  DUildm<>'  or 

vessel  belono-inu'  to  the  ('(>mi)anv,  or  to  fit  out  tor  a  voyai^e 
any  vessel  owned  or  chartered  by  the  Coniiiany. 

The  salaries  of  all  the  ])ermanent  em])loyees  of  the 
Company  shall  be  fixed  by  th(^  jloard  of  Trustees. 

No  salary  shall  be  ])aid  to  the  J 'resident,  Vice  President, 
Secretary,  nor  to  any  Trustee;  but  the  Poard,  by  a  vote  of 
tv.o-thirds  of  the  Trustees  present  and  votinof,  may  appro- 
ppeciai  services. pj,j.j|.p  ^^  .^^^^  Trustee  or  officer  of  tlie  (company,  sucli  sum 
as  it  deems  just  and  reasonable,  for  special  services  actually 
rendered,  or  to  meet  extraordinary  expenditures  actually 
incurred  for  the  benefit  of  the  Company. 

Tlie  Board  of  Trustees  shall  choose  from  tlieir  number 
an  Auditino'  Committee,  consistinu*  of  three,  whose  duty  it 
shall  be  to  examine  all  bills  aii'ainst  the  Company.  No  bill 
shall  be  paid  unless  approved  by,  at  least,  two  of  said 
Committee. 

It  shall  be  the  duty  of  the  Board  to  associate  with  the 
President,  two  Trustees,  who,  with  the  President,  shall 
constitute  an  Executive  Committee,  with  jreneral  powers  to 
manai^e  the  business  of  the  Company.  The  <luties  of  the 
Executive  Committee  shall  be  defined  from  time  to  time  by 
the  B<:)ard  of  Trustees. 

The  Board  of  Trustees  shall  contract  no  debt  or  obliga- 
tion, in  any  one  year,  exceeding  thirty  thousand  dollars. 


Auditing   com- 
mittee. 


Kxccutive  com- 
mittee. 


Debts  limited. 


;.* 


UrSSIAN     COMMERCIAL     COMPAKY. 


\;i 


unless  mitliorisod  to  do  so  by  !i  voto  oF  Stoclvlioldors,  who 
represent  on  the  books  of  the  Company,  in  their  own  names, 
a  majority  of  tlie  Capital  Stock;  said  vote  to  be  obtained, 
oidy,  at  a  Stockholder's  nieetinijj  dnly  caUed  accordini*- 
to  hiw. 

The  ofhcers  of  tlie  <  ^-)lll])any,  (excepting  the  Treasurer,) 
shall  hold  their  oiHces  for  one   year,  or   until    their   suc-officprs  to  hold 
cessors   ai'e    elected,   uidess  removed  by  the  Stockholders,    '<""  one  year, 
or  by  a  vote  of  tive  Trustees,  at  a  stated  meeting  of  tlieir 
l)oard. 


B 


ARTICLE    IX. 

At  tlie  stated  meetings  of  the  Board  of  Trustees,  tJie 
order  of  business  shall  be  ;is  follows  : 

First.  Iicadiiig  of  the  minutes  of  tlie  last  meeting. 

S('C())i(l.  J'resentation  of  connruiincations. 

Third,  Election  to  till  vacancies  in  the  Board. 

Fmtrth.  Rejiort  of  the  Treasurer. 

Fiffli,  Ke|)ort  of  the  Secretary. 

Sixth.  Report  of  the  Executive  Committee,  embracing 
such  suggestions  as  they  deem  necessary  to  bring  l)efore 
the  ]^>oard. 

Seventh.  Report  of  the  Auditing  Connnittee,  and  Special 
Committees,  and  of  any  Connnittee  (excei>t  the  Executive 
Committee)  whicli  may  be  constituted  by 'the  ]3oard. 

Eighth.  Re])ort  of  the  I'resident,  verbal  or  otherwise, 
embracing  such  sugy-estions  as  he  deems  necessary  for  the 
interest  of  the  Company. 

Ninth.  Untinished  business. 

Tenth.  Miscellaneous  business. 


Order  of  business 
at  stated  ineet- 
irips  of  the 
Board  of  Trus- 
tees. 


ARTICLE    X. 

The  Board  of  Trustees  shall  pass  such  Rules  as  they  deem 
proper  for  the  speedy  dispatch  of  business  brought  before 
them. 

ARTICLE    XL 

At  the  annual  meetings  of  the  Stockholders,  the  order 
of  business  sludl  be  as  follows : 

First.  Reading  of  the  minutes  of  the  last  meeting. 
Second.  Presentation  of  communications. 
Third.  Report  of  the  'J'reasurer. 
Fourth.  Report  of  the  Secretaiy. 
Fifth.  Report  of  the  President. 
Sixth.  Report  of  Committees. 


Kules. 


Order  of  buoinees 
at  tlic  annual 
meeting  of 
stockholders. 


H^ 


!i: 


Rules  to  he  ob 
Bervcd. 


'  { 


14  BV-I<A\VH    OK    rilK    AMEKICAN 

Seventh.  Uiifinisliod  husi'iiess. 
Jl^itjhth.  P]k'('tion  of  C\)niinittoes, 
Ninth.  Election  of  Trustees. 

At  all  iiieotinij.s  of  the  Stockhoklers  the  followiny;  Rules 
shall  1)0  ol)S('rve(l  : 

Fh'fit.  'J'iie  Seoretai'v  shall  enter  the  iiaiucs  of  the  stoek- 
hoklers  present,  on  tin*  uiiiuites,  and  tiie  number  of  iSliares 
represented  ])y  eaeh. 

Second.  A  (juoruin  heiniQf  present,  tlie  ]*resident  slial! 
take  the  Chair,  and,  on  a  call  to  order,  the  StockJioldors 
shall  take  their  seats  and  ])roeeed  to  hnsincss. 

Third.  pAery  stockholder  who  sj»eaks,  shall  rise  and  .ad- 
dress tlie  Chair.  No  person  sjiall  s])eak  twice  on  the 
same  subject,  unless  by  j>ei'mission,  or  by  way  of  expla- 
nation. Stockliol<lers  deviatinjj^  from  the  subject  shall  be 
immediately  called  to  ordei-. 

Fourth.  All  motions  sliall  be  made  in  writino^,  if  required 
by  any  stockholder;  and  no  debate  shall  be  ])ermitted,  ex- 
cept on  a  motion  retfularly  made,  seconded,  and  stated  from 
the  Chair.  A  Stockholder,  liowever,  shall  not  be  prevented 
from  ])refacino-  any  proposition  he  may  be  al)out  to  make. 

Fifth.  Every  motion  made  in  writini;,  shall  be  read  by 
the  mover,  in  his  place,  previously  to  ottering  it  to  the  Chair. 

Sixth.  The  I'residert  sliall  be  the  judge  of  all  questions 
of  order,  and  may  call  the  transgressing  Stockholders  to 
order  as  often  as  they  sliall  infi'inge  the  Rules ;  but  any 
person  so  called  to  order,  may  ex}»lain  himself,  and  may 
appeal  to  the  meeting,  and,  if  seconded  iu  such  appeal,  tlie 
Stockholders  present  shall  divide. 

Seventh.  No  business  before  the  meeting  shall  be  inter- 
rupted, except  by  motion  for  the  previous  question,  post- 
ponement, or  adjournment,  and  such  motion  shall  preclude 
amendment  or  decision  of  the  original  subject,  until  such 
motion  shall  be  disposed  of;  but  the  previous  question  shall 
not  be  moved  by  less  than  four  Stockholders. 

Eighth.  A  Stockholder  may  call  for  the  division  of  a 
question,  when  the  sense  will  admit  of  it. 

Ninth.  None  of  the  foregoing  Rules  shall  be  rescinded 
or  altered,  nor  any  new  ones  made,  unless  after  regular 
notice  given,  at  a  previous  meeting,  of  such  proposed  abro- 
gation, alteration,  amendment,  or  addition. 

ARTICLE  Xn. 

Whenever  a  Trustee  shall  cease  to  be  the  owner  (in  his 
^^"^Truste""!  '^^  ^^^°  name  on  the  books  of  the  Company)  of  at  least  twenty- 
five  shares  of  stock,  he  shall  cease  to  be  a  Trustee. 


m^ 


lU'SSIAX    COMMKIlCrAL    COMI'ANV. 


\r^ 


Any  Trustee  or  olHecr  o\'  tlio  (Atinpaiiy  may  bo  i'<?inf'^G'li qi^yg^pg,  ^„y  ,„. 
with  or  without  fiuis*-,  hy  a  vote  of  s<j  iiiiiiiy  Stockholilera       removLu" 
as  ropivst'iit,  at  auy  incctiiiii'  of  their  body,  lawfully  called, 
two-thirds  of  the  ('ajjital  stock  of  the  ('or|toration. 

All  vacancies  in  the  Uoard  of  Trustees  shall  be  filled  1 
a  vote  of  a  niajority  of  the  Board;  but  no  Trustee,  removt 
by  the  Stockholders,  shall  1)0   re-elected  by  the  Board 

l\>iiwfiinc   lA     xt'liifli    Mil    \t'*ic    n    Diom  r  wii* 


>y  Vacancies  in  the 
iVed     Board,  how  fll- 
j,    led. 
OI 


Trustees  of  whii-h  he  was  a  uieinber. 

In  conformity  with  Section   ',)  of  the  act  of  Fncorpora- 
..  1,    ,         i- ■        i-    .^      1      1     II    1  I,         +111        r  Transfer  of  stock 

tion,  all   transt«'rs  ot  stock  shall   he  made  on  the  hooks  oi 

the  Company  in  person,  or  by  attorney  duly  authorized. 

AimCLE  XIII. 

Wlienover  the  surplus  receijits  in  the  Treasury  amount  to 
three  ]>or  cent,  on  the  capital  stock  of  the  Company,  the 
Board  of  Trustees  shall  declare  a  dividend  ;  but  a  dividend 
may  be  do(dared  on  a  less  sum  than  will  produce  three  per  Dividends, 
cent.,  if  the  Board  so  order.  This  Article  shall  not,  how- 
ever, be  construed  as  oblicjatory  on  the  Ti'ustees  to  divide  a 
fund  accunuilated  or  accumulating  to  meet  any  debt  foiling 
due,  nor  shall  it  be  deemed  inconsistent  with  the  right  of 
tlie  Board  to  create  a  fund  for  the  purchase  of  vessels  or  the 
repair  of  any  vessel  owned  by  the  Company,  or  the  exten- 
sion and  rejiair  of  ice  or  other  houses  necessary  for  the 
business  of  the  Company. 

ARTICLE  XIV. 

Whenever,  after  due  notice  according  to  law,  any  Stock- 
liolder  shall  make  default  in  the  payment,  when  due,  of  any  Defaulting  stock- 
assessment  lawfully  ordered,  the  Board  of  Trustees  shall,  by        holders, 
resolution,  order  a  sk'o  to  be  made  of  the  defaulting  Stock- 
holder's stock,  in  the  i.anner  and  form  required  l)y  law. 

AETICLE  XV. 

The  By-Laws  of  the  Company  may  be  altered,  at  any 
meeting  of  the  Stockholders,  by  the  vote  of  tliose  who  in 
the  aggregate  represent  two-thirds  of  the  entire  capital  stock  By-iaws  how  ai- 
of  the  Company,  or  by  two-thirds  of  the  Tioard  of  Trus-  tered. 
tees  at  a  stated  meeting  of  their  Board  ;  but  notice  of  such 
intention  shall  be  filed  witli  the  Secretary  of  the  Company 
for  at  least  twenty  days  previously,  and  the  alterations  pro- 
posed shall  be  substantially  set  forth  in  said  notice. 

ARTICLE  XVI. 
Tlie  By-Laws  heretofore  in  force  are  hereby  repealed. 


